Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2011, for the Corporate Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-6 Trust (the "Trust"). The Trust is a common law trust formed in 2004, with Lehman ABS Corporation acting as the Depositor. The Trust's assets consist solely of capital securities issued by Goldman Sachs Capital I. The Registrant is a wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (LBHI), which filed for Chapter 11 bankruptcy on September 15, 2008. The Trustee is U.S. Bank Trust National Association.
Key Financial Metrics
The filing explicitly states that Selected Financial Data, Management's Discussion and Analysis, and Financial Statements are "Not Applicable" within the body of this report. Consequently, specific numerical values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Instead, the filing incorporates by reference the Trustee's Distribution Statements filed on Form 8-K for the period January 1, 2011, through December 31, 2011. These statements document distributions made to certificateholders on the following dates:
- February 15, 2011 (Filed February 24, 2011)
- August 15, 2011 (Filed August 22, 2011)
The Certificates are listed on the New York Stock Exchange (NYSE) and are held in the name of "Cede & Co.", the nominee of The Depository Trust Company.
Material Changes and Context
A significant material event affecting the Registrant's corporate structure occurred during the reporting period and shortly thereafter:
- Bankruptcy Plan Confirmation: On December 6, 2011, the Bankruptcy Court confirmed the Modified Third Amended Joint Chapter 11 Plan of LBHI and its affiliated debtors.
- Plan Effective Date: The Plan became effective on March 6, 2012.
- Asset Sale History: Since September 2008, LBHI sold significant businesses, including the investment banking business to Barclays Capital Inc. on September 21, 2008. This sale included the employees who historically conducted the Registrant's business.
The filing notes that the underlying securities issuer, The Goldman Sachs Group, Inc., remains subject to standard reporting requirements, but the Trust itself does not generate traditional operating revenue or profit metrics.
Guidance, Risks, and Contingencies
Guidance and Outlook: The filing contains no management guidance, outlook, or commentary on future financial performance, as these sections are marked "Not Applicable."
Risks and Contingencies:
- Bankruptcy Proceedings: The Registrant is a subsidiary of LBHI, which is in Chapter 11 bankruptcy proceedings. The future of the Registrant is tied to the confirmation and implementation of the LBHI reorganization plan.
- Underlying Asset Risk: The Trust's value is entirely dependent on the capital securities issued by Goldman Sachs Capital I. The filing disclaims any verification of the accuracy or completeness of reports filed by the underlying issuer.
- No Voting Equity: The Registrant has no voting stock or class of common stock held by nonaffiliates.
Investor Verification Checklist
- Distribution Details: Verify the specific amounts distributed to certificateholders by reviewing the Form 8-K filings dated February 24, 2011, and August 22, 2011, which are incorporated by reference.
- Underlying Asset Status: Review periodic reports filed by The Goldman Sachs Group, Inc. (SEC File No. 001-14965) to assess the status of the underlying capital securities.
- Bankruptcy Plan Impact: Examine the "Modified Third Amended Joint Chapter 11 Plan" (Exhibit 2.1 to LBHI's Form 8-K filed December 14, 2011) to understand how the reorganization affects the Trust and the Depositor.
- Trustee Reports: Consult the Annual Compliance Report by the Trustee (Exhibit 31.2) for operational compliance details.